UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 15258 / February 14, 1997
Accounting and Auditing Enforcement
Release No. 883 / February 14, 1997
SECURITIES AND EXCHANGE COMMISSION V. EMANUEL PINEZ, Civil Action
No. 97-10353 PBS (D. MA)
The Securities and Exchange Commission announced today the
filing of a complaint seeking emergency action against Emanuel
Pinez ("Pinez"), the former chief executive officer of Centennial
Technologies, Inc. ("Centennial"). The Complaint alleges that
Pinez purchased and sold over 4400 option contracts at a time
when he had orchestrated a number of accounting improprieties
that were in the process of being investigated by Centennial's
Board of Directors and had been aware that Centennial's true
financial condition was substantially worse than had been
reported. The complaint was filed in the United States District
Court for the District of Massachusetts, and seeks a temporary
restraining order, an asset freeze, disgorgement, civil monetary
penalties, preliminary and permanent injunctions, and other
equitable relief.
The complaint alleges violations of the antifraud provisions
of the federal securities laws -- Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and
Section 17(a) of the Securities Act of 1933. In a related
matter, the U. S. Attorney's Office for the District of
Massachusetts has indicted Pinez and charged him with securities
fraud, based on the conduct detailed above.
On February 14, 1997, the Honorable Patti B. Saris granted
the Commission's request for an ex parte Temporary Restraining
Order, and an order for the freezing of assets, requiring an
accounting of assets, and other relief.
The complaint alleges that, on the afternoon of Friday,
February 7, 1997, while in possession of material, nonpublic
information regarding Centennial, Defendant Pinez purchased
approximately 1955 "put" option contracts, and sold approximately
2400 "call" option contracts on Centennial stock. The complaint
alleges that on Monday, February 10, 1997, Pinez purchased an
additional unknown number of put option contracts. Through these
transactions, Pinez calculated that, prior to the expiration of
the options on March 21, 1997, Centennial's stock would decrease
substantially in price.
The complaint further alleges that, while at Centennial,
Pinez caused the company to record fictitious sales by arranging
for the purchase of Centennial products and secretly paying for
those products with his own funds. The complaint alleges that,
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in some such instances, Pinez funded these transactions through
margin loans on his personal holdings of Centennial stock. The
complaint also alleges that Pinez altered inventory tags which
resulted in an overstatement of inventory. The complaint further
alleged that Pinez's motive for these transactions was to ensure
that Centennial's reported results met analysts' expectations.
On February 11, 1997, Centennial announced that it had fired
Pinez and would conduct an inquiry, headed by a special committee
of its Board of Directors, into the accuracy of its most recently
announced earnings (for the quarter ended December 31, 1996) and
prior financial statements. This announcement resulted in the
February 11 trading halt by the New York Stock Exchange ("NYSE").
The complaint alleges that Pinez' approximate profit at a
minimum will be the $447,500 in premiums he has received from the
call option buyers. The complaint further alleges that Pinez
stands to gain substantially more from the purchase of put
options on February 7 and 10. As a result of the NYSE trading
halt in Centennial stock, it not possible at this time to measure
Pinez' total potential profit from his options trading.